Tax Elections and Special Tax Status. Except as set forth on --- --------- --- ------- --- ------ the attached Schedule 4J: (a) Xxxxxxxx is not and has never been a United -------- -- States real property holding corporation within the meaning of Section 897(c)(2) of the Tax Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Tax Code; (b) Xxxxxxxx has not made any election or filed any consent pursuant to Section 341(f) of the Tax Code relating to collapsible corporations; (c) Xxxxxxxx has not entered into any compensatory agreements with respect to the performance of services which payment thereunder would result in a nondeductible expense to Xxxxxxxx pursuant to Section 280G of the Tax Code or an excise tax to the recipient of such payment pursuant to Section 4999 of the Tax Code; and (d) Xxxxxxxx has not agreed to make, nor is it required to make, any adjustment under Section 481(a) of the Tax Code by reason of a change in accounting method or otherwise.
Tax Elections and Special Tax Status. Neither Miracle Industries nor Hydro-Spray nor Indy Ventures is a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code. No election or consent under Section 341(f) of the Code has been made or shall be made on or prior to the Closing Date by or on behalf of Miracle Industries nor Hydro-Spray nor Indy Ventures. (g)
Tax Elections and Special Tax Status. Xxxxxxx Car Wash is not a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code. Xxxxxxx Car Wash is a "partnership" for purposes of federal income taxation and state income taxation in all states in which its income is subject to taxation and has had the status of a "partnership" for purposes of federal income taxation and state income taxation in all states in which its income is subject to taxation or has been subject to taxation at all times since its formation. (h)
Tax Elections and Special Tax Status. Prema Properties is not a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code. Prema Properties is a "partnership" for purposes of federal income taxation and state income taxation in all states in which its income is subject to taxation and has had the status of a "partnership" for purposes of federal income taxation and state income taxation in all states in which its income is subject to taxation or has been subject to taxation at all times since its formation.
Tax Elections and Special Tax Status. Alier is not, nor has ------------------------------------ it been, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, and Active is not required to withhold tax on the purchase of the Alier Common Stock by reason of Section 1445 of the Code. Alier is not a "consenting corporation" under Section 341(f) of the Code. Alier has not entered into any compensatory agreements with respect to the performance of services which payment thereunder would result in a nondeductible expense to Alier pursuant to Section 280G of the Code or an excise tax to the recipient of such payment pursuant to Section 4999 of the Code. Alier has not agreed to, nor is it required to make any adjustment under Code Section 481(a) by reason of, a change in accounting method, and Alier does not otherwise have any material income reportable for a period ending after the Closing Date attributable to a transaction or other event (e.g., an installment sale) occurring prior to the Closing Date. Alier is not, nor has it been, a "reporting corporation" subject to the information reporting and record maintenance requirements of Section 6038A and the regulations thereunder. Alier is in compliance with the terms and conditions of any applicable tax exemptions, agreements or orders of any foreign government to which it may be subject or which it may have claimed, and the transactions contemplated by this Agreement will not have any adverse effect on such compliance.
Tax Elections and Special Tax Status. No Cotton Group Company ------------------------------------ has filed a consent pursuant to the collapsible corporation provisions of Code Section 341(f). No Cotton Group Company is a party to any safe harbor lease within the meaning of Code Section 168(f)(8), as in effect prior to amendment by the Tax Equity and Fiscal Responsibility Act of 1982. No Cotton Group Company is or has been a United States real property holding corporation within the meaning of Code Section 897(c)(1)(A)(ii) during the applicable period specified in Code Section 897(c)(1)(A)(ii). No Cotton Group Company has entered into any compensatory agreements with respect to the performance of services which payment thereunder would be a nondeductible expense pursuant to Code Section 162(m) or 280G or subject to an excise Tax to the recipient pursuant to Code Section 4999. No Cotton Group Company has been a "distributing corporation" (within the meaning of Code Section 355(a)(1)(A)) within the 3-year period ending as of the date of this Agreement. No Cotton Group Company has participated in an international boycott as defined in Code Section 999. Except as set forth on SCHEDULE 4.27(e), no Cotton Group Company has agreed to make, ---------------- nor is required to make, any adjustment under Code Sections 263A or 481(a) by reason of a change in accounting method or otherwise) or an election under Code Section 1377(a)(2). No Cotton Group Company has a permanent establishment in any foreign country, as defined in any applicable Tax treaty or convention between the United States and such foreign country. Each Cotton Group Company is in compliance with the terms and conditions of all applicable Tax exemptions, Tax agreements or Tax orders of any government to which it may be subject or which it may have claimed, and the transactions contemplated by this Agreement will not have any adverse effect on such compliance. No Cotton Group Company is a party to any transaction, understanding or arrangement treated as a reportable, listed or substantially similar transaction as defined in the Treasury Regulations promulgated under Code Section 6011
Tax Elections and Special Tax Status. Seller is not a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code, as in effect prior to amendment by the Tax Equity and Fiscal Responsibility Act of 1982. None of the assets of Seller is "tax-exempt use property" within the meaning of Code Section 168(h). Seller has not been a United States real property holding corporation (as defined in Code Section 897(c)(2)) during the applicable period specified in Code Section 897(c)(1)(A)(ii). Neither Shareholder nor Seller is a "foreign person" as that term is defined in Code Section 1445. None of the Assets or other assets of the Business directly or indirectly secures any Indebtedness the interest on which is tax exempt under Section 103(a) of the Code.
Tax Elections and Special Tax Status. No member of the Company Group is a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code, as in effect prior to amendment by the Tax Equity and Fiscal Responsibility Act of 1982. None of the assets of the Company Group is tax exempt use property within the meaning of Section 168(h) of the Code (“Tax Exempt Use Property”). No member of the Company Group has entered into any compensatory agreements with respect to the performance of services which payment thereunder would result in a nondeductible expense to the Company Group pursuant to Section 162(m) of the Code. The Company Group has not agreed, nor is it required, to make any adjustment under Code Section 481(a) by reason of a change in accounting method or otherwise. No member of the Company Group has a permanent establishment in any foreign country, as defined in any applicable Tax treaty or convention between the United States of America and such foreign country.
Tax Elections and Special Tax Status. No member of the Simon Group is a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code, as in effect prior to amendment by the Tax Equity and Fiscal Responsibility Act of 1982. No member of the Simon Group is or has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and Cyrk is not required to withhold tax on the purchase of the stock of Simon by reason of Section 1445 of the Code. Neither of the Shareholders is a "foreign person" (as that term is defined in Section 1445 of the Code). No member of the Simon Group is a "consenting corporation" under Section 341(f) of the Code or agreed to have Section 341(f)(2) apply to the disposition of any of the assets of any such member. With respect to Section 162(m) of the Code, no member of the Simon Group has entered into any compensatory agreements with respect to the performance of services which payment thereunder would result in a nondeductible expense to the Simon Group pursuant to Section 280G or Section 162(m) of the Code or an excise tax to the recipient of such payment pursuant to Section 4999 of the Code. No member of the Simon Group has participated in an international boycott as defined in Code Section 999. Simon has not agreed, nor is it required to make, any adjustment under Code Section 481(a) or 263A by reason of a change in accounting method or otherwise. No property used by any member of the Simon Group is "tax-exempt use property" within the meaning of Section 168(h) of the Code. None of the assets of any member of the Simon Group secures any debt the interest on which is tax exempt under Section 103(a) of the Code. Except as reflected on the Financial Statements or the Tax Returns, the Simon Disclosure Schedule sets forth each of the material elections with respect to Taxes affecting any member of the Simon Group.
Tax Elections and Special Tax Status. No member of the Cyrk Group is a party to any safe harbor lease within the meaning of Section 168(f)(8) of the Code, as in effect prior to amendment by the Tax Equity and Fiscal Responsibility Act of 1982. No member of the Cyrk Group is or has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and Cyrk is not required to withhold tax on the purchase of the stock of Cyrk by reason of Section 1445 of the Code. No member of the Cyrk Group is a "consenting corporation" under Section 341(f) of the Code or agreed to have Section 341(f)(2) apply to the disposition of any of the assets of any such member. No member of the Cyrk Group has entered into any compensatory agreements with respect to the performance of services which payment thereunder would result in a nondeductible expense to the Cyrk Group pursuant to Section 280G or Section 162(m) of the Code or an excise tax to the recipient of such payment pursuant to Section 4999 of the Code. No member of the Cyrk Group has participated in an international boycott as defined in Code Section 999. Cyrk has not agreed, nor is it required to make, any adjustment under Code Section 481(a) or 263A by reason of a change in accounting method or otherwise. No property used by any member of the Cyrk Group is "tax-exempt use property" within the meaning of Section 168(h) of the Code. None of the assets of any member of the Cyrk Group secures any debt the interest on which is tax exempt under Section 103(a) of the Code. There is set forth on the Disclosure Statement for this subsection each of the material elections with respect to Taxes affecting any member of the Cyrk Group. Except as set forth in Schedule 4.07(g) of the Cyrk Disclosure Schedule, no member of the Cyrk Group has or has had a branch in any foreign country.
